EX-4.1






Exhibit 4.1



 

 

Sixth Supplemental Indenture 




between




MetLife, Inc.,



as Issuer,


and


The Bank of New York Mellon Trust Company, N.A.,

as Trustee


Dated as of August 7, 2008




 

 


 









 





Table of Contents




	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	Page
	ARTICLE I DEFINITIONS	 	 	1	 
	 
	 	 	 	 	 	 	 	 
	 

	 	SECTION 1.1
	 	Definitions of Terms
	 	 	1	 
	 
	 	 	 	 	 	 	 	 
	ARTICLE II REMARKETING AND RESET MECHANICS	 	 	4	 
	 
	 	 	 	 	 	 	 	 
	 

	 	SECTION 2.1
	 	Remarketing and Reset Mechanics
	 	 	4	 
	 
	 	 	 	 	 	 	 	 
	ARTICLE III REDEMPTION	 	 	4	 
	 
	 	 	 	 	 	 	 	 
	 

	 	SECTION 3.1
	 	Redemption
	 	 	4	 
	 
	 	 	 	 	 	 	 	 
	ARTICLE IV EVENTS OF
DEFAULT	 	 	4	 
	 
	 	 	 	 	 	 	 	 
	 

	 	SECTION 4.1
	 	Events of Default	 	 	4	 
	 
	 	 	 	 	 	 	 	 
	ARTICLE V MISCELLANEOUS	 	 	4	 
	 
	 	 	 	 	 	 	 	 
	 

	 	SECTION 5.1
	 	Effectiveness
	 	 	4	 
	 

	 	SECTION 5.2
	 	Trustee Not Responsible for Recitals
	 	 	4	 
	 

	 	SECTION 5.3
	 	Governing Law
	 	 	5	 
	 

	 	SECTION 5.4
	 	Counterparts
	 	 	5	 






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     SIXTH SUPPLEMENTAL INDENTURE, dated as of August 7, 2008 (this “Sixth Supplemental
Indenture”), between MetLife, Inc., a Delaware corporation (the “Company”), and The Bank of New
York Mellon Trust Company, N.A., as trustee (the “Trustee”), supplementing the First Supplemental
Indenture, dated as of June 21, 2005 (the “First Supplemental Indenture”), between the Company and
The Bank of New York Mellon Trust Company, N.A. (as successor in interest to J.P. Morgan Trust
Company, National Association), as trustee, and further supplementing the Subordinated Indenture,
dated as of June 21, 2005 (the “Base Indenture” and together with the First Supplemental Indenture,
the “Indenture”), between the Company and The Bank of New York Mellon Trust Company, N.A. (as
successor in interest to J.P. Morgan Trust Company, National Association), as trustee.



Recitals




     WHEREAS, the Company executed and delivered the Base Indenture to the Trustee to provide for
the future issuance of the Company’s unsecured subordinated debentures, notes or other evidence of
indebtedness (the “Securities”), to be issued from time to time in one or more series as might be
determined by the Company under the Base Indenture;



     WHEREAS, the Company executed and delivered the First Supplemental Indenture to the Trustee to
provide for the issuance of the Company’s 4.82% Junior Subordinated Debt Securities, Series A, due
2039 of MetLife (the “Junior Subordinated Debentures”);



     WHEREAS, pursuant to Section 2.12 of the First Supplemental Indenture, the Company and the
Trustee are required to enter into this Sixth Supplemental Indenture to make provision for
remarketing and reset mechanics, including notices in respect thereof, on the basis set forth in
Article X of the Trust Agreement (as defined below) with respect to the Junior Subordinated
Debentures;



     WHEREAS, the Company has requested that the Trustee execute and deliver this Sixth
Supplemental Indenture; and



     WHEREAS, all requirements necessary to make this Sixth Supplemental Indenture a valid
instrument in accordance with its terms, including its execution and delivery, have been duly
authorized in all respects.



     NOW, THEREFORE, the Company and the Trustee agree as follows:



ARTICLE I

Definitions




     SECTION 1.1 Definitions of Terms.



     Unless the context otherwise requires or unless otherwise set forth herein:



          (a) a term not defined herein that is defined in the Indenture, has the same meaning when used
in this Sixth Supplemental Indenture;




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          (b) the definition of any term in this Sixth Supplemental Indenture that is also defined in
the Indenture, shall for the purposes of this Sixth Supplemental Indenture supersede the definition
of such term in the Indenture;




          (c) a term defined anywhere in this Sixth Supplemental Indenture has the same meaning
throughout;




          (d) the definition of a term in this Sixth Supplemental Indenture is not intended to have any
effect on the meaning or definition of an identical term that is defined in the Indenture insofar
as the use or effect of such term in the Base Indenture, as previously defined, is concerned;




          (e) the singular includes the plural and vice versa;




          (f) headings are for convenience of reference only and do not affect interpretation; and




          (g) the following terms have the meanings given to them in this Section 1.1(g):



     “Additional Interest” means the interest that shall accrue on any interest
on the Junior Subordinated Debentures the payment of which has not been made on
the applicable Interest Payment Date. References herein to “interest” include
Additional Interest unless the context otherwise requires.



     “Base Indenture” has the meaning provided in the preamble hereto.



     “Company” has the meaning set forth in the preamble hereto.



     “Comparable Treasury Issue” means the U.S. Treasury security selected by the Premium
Calculation Agent as having a maturity comparable to the term remaining from the Redemption Date to
August 15, 2018 (the “Remaining Life”) that would be utilized, at the time of selection and in
accordance with customary financial practice, in pricing new issues of corporate debt securities of
comparable term.



     “Comparable Treasury Price” means, with respect to a Redemption Date (1) the average of five
Reference Treasury Dealer Quotations for such Redemption Date, after excluding the highest and
lowest Reference Treasury Dealer Quotations, or (2) if the Premium Calculation Agent obtains fewer
than five such Reference Treasury Dealer Quotations, the average of all such quotations.



     “First Supplemental Indenture” has the meaning set forth in the preamble hereto.



     “Indenture” has the meaning set forth in the preamble hereto.



     “Junior Subordinated Debentures” has the meaning set forth in the recitals hereto.



     “Make-Whole
Redemption Amount” means the sum, as calculated
by the Premium Calculation Agent, of the present values of the remaining scheduled payments of principal and interest thereon for the principal amount to be redeemed (not including any portion of those payments of interest accrued as of the date of redemption), discounted from their respective scheduled payment dates to the date of redemption on a semi-annual basis (assuming a 360-day year consisting of twelve 30-day months) at the Treasury Rate plus the Spread plus, in each case, accrued and unpaid interest thereon to the date of redemption.



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     “Premium Calculation Agent” means an investment banking institution of national standing
appointed by MetLife, Inc.



     “Reference
Treasury Dealer” means (1) Banc of America Securities
LLC and Barclays Capital Inc. and their successors, provided, however, that if any of
the foregoing shall cease to be a primary U.S. government securities dealer in New York City (a
“Primary Treasury Dealer”), MetLife, Inc. will substitute therefore another Primary Treasury
Dealer, and (2) any other Primary Treasury Dealers selected by the Premium Calculation Agent after
consultation with MetLife, Inc.



     “Reference Treasury Dealer Quotations” means, with respect to each Reference Treasury Dealer
and any redemption date, the average, as determined by the Premium Calculation Agent of the bid and
ask prices for the Comparable Treasury Issue (expressed in each case as a percentage of its
principal amount) quoted in writing to the Premium Calculation Agent at 5:00 p.m., New York City
time, on the third Business Day preceding such redemption date.



     “Remarketing” means the remarketing of the Junior Subordinated Debentures on or about August
12, 2008.



     “Remarketing Agreement” means the remarketing agreement dated July 11, 2008 among MetLife,
Inc., Banc of America Securities LLC, and The Bank of New York Mellon Trust Company, N.A., not
individually, but solely as Purchase Contract Agent (as defined in the Remarketing Agreement) and
as attorney-in-fact of the holders of Purchase Contracts (as defined in the Remarketing Agreement).



     “Securities” has the meaning set forth in the recitals of this Sixth Supplemental Indenture.



     “Sixth Supplemental Indenture” has the meaning set forth in preamble hereto.



     “Spread” means a number
of basis points determined by the Company and the Remarketing Agents
upon a successful Remarketing (as defined in the Remarketing Agreement).



     “Treasury Rate” means, with respect to any redemption date, the yield, under the heading that
represents the average for the immediately preceding week, appearing in the most recently published
statistical release designated H.15(519) or any successor publication that is published weekly by
the Board of Governors of the Federal Reserve System and that establishes yields on actively traded
U.S. Treasury securities adjusted to constant maturity under the caption Treasury Constant
Maturities, for the maturity corresponding to the Comparable Treasury Issue (if no maturity is
within three months before or after the Remaining Life, yields for the two published maturities
most closely corresponding to the Comparable Treasury Issue will be determined and the Treasury
Rate will be interpolated or extrapolated from such yields on a



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straight line basis, rounding to the nearest month); or if such release (or any successor
release) is not published during the week preceding the calculation date or does not contain such
yields, the rate per annum equal to the semiannual equivalent yield to maturity of the Comparable
Treasury Price, calculated using a price for the Comparable Treasury Issue (expressed as a
percentage of its principal amount) equal to the Comparable Treasury Issue for such redemption
date. The Treasury Rate will be calculated on the third Business Day preceding the redemption date.




     “Trust Agreement” means the Amended and Restated Declaration of Trust, dated as of June 21,
2005, among the Company, as sponsor, The Bank of New York Mellon Trust Company, N.A. (as successor
in interest to J.P. Morgan Trust Company, National Association), as property trustee, BNY Mellon
Trust of Delaware (as successor in interest to Chase Bank USA, National Association), as Delaware
Trustee, the administrative trustees named therein and the holders from time to time of the
beneficial interests in the assets of the Trust.



     “Trustee” has the meaning set forth in the preamble hereto.



ARTICLE II

Remarketing and Reset Mechanics




     SECTION 2.1 Remarketing and Reset Mechanics.



     The provisions of Article X of the Trust Agreement shall apply, mutatis mutandis, to the
Remarketing of the Junior Subordinated Debentures.



ARTICLE III

Redemption




     SECTION 3.1 Redemption.



     Upon
a Successful Remarketing (as defined in the Remarketing Agreement), the Junior
Subordinated Debentures will be redeemable at MetLife, Inc.’s option, in whole or in part, at any
time, on or after August 15, 2010, at a redemption price equal to the greater of 100% of the
principal amount to be redeemed plus accrued and unpaid interest to the date of redemption and the
Make-Whole Redemption Amount.



ARTICLE IV

Events of Default

     SECTION
4.1 Events of Default



     Upon
a Successful Remarketing, Section 6.1(a)(i) of
the First Supplemental Indenture shall be deleted in its entirety
and replaced with the following:



     “the Company defaults in the payment of any installment of interest
(including Additional Interest) upon the Junior Subordinated Debentures, as and
when the same shall become due and payable, and continuance of such default for
a period of 30 days or more;”





ARTICLE V

Miscellaneous






     SECTION
5.1 Effectiveness.



     This Sixth Supplemental Indenture will become effective upon its execution and delivery.



     SECTION
5.2 Trustee Not Responsible for Recitals.



     The recitals herein contained are made by the Company and not by the Trustee, and the Trustee
assumes no responsibility for the correctness thereof. The Trustee makes no representation as to
the validity or sufficiency of this Sixth Supplemental Indenture.



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     SECTION
5.3 Governing Law.



     This Sixth Supplemental Indenture will be governed by, and construed in accordance with, the
internal laws of the State of New York.



     SECTION
5.4 Counterparts.



     This Sixth Supplemental Indenture may be executed in any number of counterparts each of which
shall be an original; but such counterparts shall together constitute but one and the same
instrument.



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     IN WITNESS WHEREOF, the parties hereto have caused this Sixth Supplemental Indenture to be
duly executed by their respective officers thereunto duly authorized, on the date or dates
indicated in the acknowledgments and as of the day and year first above written.



	 	 	 	 	 	 	 
	 	 	MetLife, Inc., 

as Issuer	 	 
	 
	 	 	 	 	 	 
	 
	 	 	 	 	 	 
	 
	 	By:	 	/s/ Eric T. Steigerwalt

Name:  Eric T. Steigerwalt
	 	 
	 

	 	 	 	Title: Senior Vice President and Treasurer	 	 
	 
	 	 	 	 	 	 
	 	 	The Bank of New York Mellon Trust Company, N.A.,

as Trustee	 	 
	 
	 	 	 	 	 	 
	 
	 	By:	 	/s/ Richard
Tarnas

Name:  Richard
Tarnas
	 	 
	 

	 	 	 	Title:  Vice President